Common use of Warrant Coverage Clause in Contracts

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in the Public Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public Offering are convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each the Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 8% of the aggregate number of shares of common stock Common Stock issued or issuable upon conversion in the Offering (if the Securities include an “additional investment right” or common stock equivalentmultiple closing transaction such components shall be included and issued when such component is exercised but not including the components of any warrants with an exercise period of more than 13 months); provided, however, Wxxxxxxxxx’x cash fee on the investors, if applicable) placed in any, on the Public Offering (inclusive TRW Tail Investors shall be reduced to 4% of the shares of common stock placed with the Insiders) (and if the Public Offering includes a “greenshoe” or “additional investment” component, such aggregate number of shares of common stock underlying such “greenshoe” Common Stock issued or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon conversion to such TRW Tail Investors. Notwithstanding the exercise of such component)forgoing, as follows: a. If the aggregate gross proceeds raised any securities issued for consideration other than cash in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 millionOffering, 0%; b. If the aggregate gross proceeds raised shall not be included in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%number of shares of Common Stock. If the Securities included in the Public an Offering are non-convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering. If no warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five 5 years (5) years if in a registered offering, from the effective date of the applicable registration statement and otherwise from the date of issuance), an exercise price equal to 125110% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the then market price of the common stock on Common Stock and provide for cashless exercise in the date event the Public Offering is commenced (such priceshares underlying the warrants are not subject to an effective registration statement at the time of exercise. Notwithstanding the foregoing, the “Offering Price”)warrants will not contain any non-standard anti-dilution protection or so called price-protection provisions. If warrants are issued Notwithstanding anything herein to investors in the Public Offeringcontrary, the Wxxxxxxxxx shall not be entitled to Wxxxxxxxxx Warrants shall have the same terms as the warrants on any securities issued to investors in the applicable Public a Company Offering, except that such Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in the Public each Offering (inclusive of which shall not include the shares of common stock placed with Common Stock underlying the Insiderswarrants issued to investors in the Offering) (and if the Public Offering includes Securities are convertible or include a “greenshoe” or “additional investment” option component, such shares of Common Stock underlying such Securities or options), provided, that if New Mountain Vantage Advisors, LLC or Linde North America or their affiliates invest in an Offering, the Wxxxxxxxxx Warrants with respect to such investors shall be 2.0% of the number of shares of common stock underlying Common Stock placed to such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%investors. If the Securities included in the Public an Offering are non-convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the then market price of the Common Stock. The Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that the Wxxxxxxxxx Warrants will have an exercise price equal to 125% of the per share offering price in the applicable Offering Price (as defined hereunderand shall otherwise comply with FINRA Rule 5110(g). The If no warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) 5 years and an exercise price equal to 125110% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the then market price of the common stock on the date the Public Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering PriceCommon Stock.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage of the aggregate number of shares of common stock (or common stock equivalent, 6.0% if applicable) placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Xxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to WxxxxxxxxxXxxxxxxxxx, have a term of five three (53) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price (as such term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a price that is the lower of: (i) the closing price (as reflected on Xxxxxx.xxx) immediately preceding the signing of the underwriting agreement or the Purchase Agreement (as defined under Paragraph D. of this Agreement), as the case may be; and (ii) the average closing price of the common stock (as reflected on Xxxxxx.xxx) for the five trading days immediately preceding the signing of the underwriting agreement or the Purchase Agreement, as the case may be.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 6.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Xxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to WxxxxxxxxxXxxxxxxxxx, have a term of five three (53) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price (as such term is defined hereunder) and that such exercise price shall be at or above the Minimum Price. “Minimum Price” means a price that is the lower of: (i) the closing price (as reflected on Xxxxxx.xxx) immediately preceding the signing of the underwriting agreement or the Purchase Agreement (as defined under Paragraph D. of this Agreement), as the case may be; and (ii) the average closing price of the common stock (as reflected on Xxxxxx.xxx) for the five trading days immediately preceding the signing of the underwriting agreement or the Purchase Agreement, as the case may be.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxxxxxx Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to a percentage 6.0% of the aggregate number of ordinary shares of common stock (or common stock equivalent, if applicable) placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Xxxxxxxxxx Warrants issuable upon the exercise of such component); provided, as follows: a. If however, that such Xxxxxxxxxx Warrants coverage shall be reduced to 1.0% with respect to the aggregate gross proceeds raised in the Public each Offering (other than any gross proceeds raised from the InsidersReduced Compensation Investors. Upon any exercise for cash of any warrants issued to investors in each Offering, the Company shall issue to Xxxxxxxxxx (or its designees), within five (5) is less than $2.5 millionbusiness days of the Company’s receipt of the exercise price, 0%; b. If the Xxxxxxxxxx Warrants to purchase that number of ordinary shares of the Company equal to 6.0% of the aggregate gross proceeds raised in number of such ordinary shares underlying the Public Offering warrants that have been so exercised (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If to be reduced to 1.0% of the aggregate gross proceeds raised in number of such ordinary shares underlying the Public Offering (other than any gross proceeds raised from warrants that have been so exercised by the Insiders is $5.0 million or more, 7.5%Reduced Compensation Investors). If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to WxxxxxxxxxXxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced multiplied by 125% (such price, the “Offering Price”). If ; provided, however, that Xxxxxxxxxx Warrants may not be exercised within 180 days following the consummation of an applicable Offering; provided, further, that if warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to a percentage 6.0% of the aggregate number of ordinary shares of common stock (or common stock equivalent, if applicable) placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such component); provided, as follows: a. If however, that such Wxxxxxxxxx Warrants coverage shall be reduced to 1.0% with respect to the aggregate gross proceeds raised in the Public each Offering (other than any gross proceeds raised from the InsidersReduced Compensation Investors. Upon any exercise for cash of any warrants issued to investors in each Offering, the Company shall issue to Wxxxxxxxxx (or its designees), within five (5) is less than $2.5 millionbusiness days of the Company’s receipt of the exercise price, 0%; b. If the Wxxxxxxxxx Warrants to purchase that number of ordinary shares of the Company equal to 6.0% of the aggregate gross proceeds raised in number of such ordinary shares underlying the Public Offering warrants that have been so exercised (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If to be reduced to 1.0% of the aggregate gross proceeds raised in number of such ordinary shares underlying the Public Offering (other than any gross proceeds raised from warrants that have been so exercised by the Insiders is $5.0 million or more, 7.5%Reduced Compensation Investors). If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced multiplied by 125% (such price, the “Offering Price”). If ; provided, however, that Wxxxxxxxxx Warrants may not be exercised within 180 days following the consummation of an applicable Offering; provided, further, that if warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 7.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed Common Stock issued as a result of new investments in the Public Company’s securities made in each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public Offering includes Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the Wxxxxxxxxx Warrants warrant issuable upon conversion of the Securities or the exercise of such componentthe option), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are non-convertible, the Wxxxxxxxxx Xxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the then market price of the common stock on the date the Public Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in the Public Offering, the Wxxxxxxxxx The Xxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants Xxxxxx Warrant shall have an exercise price equal to 125% of the Offering Pricepublic offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the Xxxxxx Warrants shall be in a customary form reasonably acceptable to the Company and to Xxxxxx, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. As such, Section A.3 is hereby amended and restated in its entirety to read as follows: Expense Allowance. Out of the proceeds of each Closing (which Closing may consist of one or more closings related to the same Offering), the Company also agrees to pay Xxxxxx up to $100,000 for its legal fees and expenses, subject to reimbursement by Xxxxxx to the Company if not used, in accordance with FINRA Rule 5110(f)(2)(C) and (f)(2)(D) (provided, however, that such reimbursement amount in no way limits or impairs the indemnification and contribution provisions of this Agreement). Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Rxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public Offering includes Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” componentoptions, with the Wxxxxxxxxx Warrants warrant issuable upon conversion of the Securities or the exercise of such componentthe option), as follows: a. If the aggregate gross proceeds raised provided that such Securities sold in the Public Offering (other than shall be netted against any gross redeemed or repurchased Securities that are redeemed or repurchased with the proceeds raised from the Insiders) is less than $2.5 millionOffering, 0%; b. If including the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%Company’s Series D Preferred Stock and related warrants. If the Securities included in the Public an Offering are non-convertible, the Wxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the then market price of the common stock on the date the Public Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in the Public Offering, the Wxxxxxxxxx The Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants Rxxxxx Warrant shall have an exercise price equal to 125% of the Offering Pricepublic offering price per share in the applicable Offering. If no warrants are issued to investors in an Offering, the Rxxxxx Warrants shall be in a customary form reasonably acceptable to the Company and to Rxxxxx, have a term of 5 years and an exercise price equal to 125% of the then market price of the Common Stock. The Company and Rxxxxx further agree to amend the first sentence of Section B of the Engagement Agreement to extend the term of the Engagement Agreement for an additional 5 months As such, Section B.1. is hereby amended and restated in its entirety to read as follows: “The term of Rxxxxx’x exclusive engagement will begin on June 2, 2016 and end on the ten month anniversary of such date (the “Term”).” Except as expressly set forth above, all of the terms and conditions of the Engagement Agreement shall continue in full force and effect after the execution of this agreement and shall not be in any way changed, modified or superseded by the terms set forth herein. Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement. This agreement may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Rxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Rxxxxx Warrants”) to purchase that number of ordinary shares of common stock of the Company equal to a percentage 6.5% of the aggregate number of ordinary shares of common stock (or common stock equivalent, if applicable) placed in the Public Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public Offering includes a “greenshoe” or “additional investment” option component, such number of ordinary shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Wxxxxxxxxx Rxxxxx Warrants issuable upon the exercise of such componentoption), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public Offering are convertible, the Wxxxxxxxxx Rxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the Offering Price (as defined hereunder). The Wxxxxxxxxx Rxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering, except that such Rxxxxx Warrant shall have an exercise price equal to 125% of the offering price per ordinary share (or the implied price per ordinary share (as determined by the parties in good faith) if sold as part of a unit or underlying convertible securities issued as part of a unit, if applicable) in the applicable Offering and if such offering price is not available, the market price of the ordinary share on the date the Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in the Offering, the Rxxxxx Warrants shall be in a customary form reasonably acceptable to WxxxxxxxxxRxxxxx and to the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in Offering Price. It is hereby acknowledged that the applicable Public Offering Company may not have sufficient authorized and if unreserved ordinary shares for the issuance of the entire number of Rxxxxx Warrants. In such offering price is not availablecase, the market price Company shall issue the Rxxxxx Warrants, subject to shareholder approval for the increase of the common stock on Company's authorized share capital in an amount of shares sufficient to cover the date the Public Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have an exercise price equal to 125% issuance of the Offering Priceshares underlying the Rxxxxx Warrants. The Company will include a proposal in this regard at the next general meeting of the Company’s shareholders however it is hereby acknowledged that the Company cannot undertake that the shareholders will approve such proposal.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 7.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in the Public Offering (inclusive of the , but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed with the Insiders) in each Offering (and if the Public an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Xxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to WxxxxxxxxxXxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Xxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.. 000 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | xxx.xxxxx.xxx

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 4.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Wxxxxxxxxx Xxxxxx Warrants issuable upon the exercise closing of the shares issuable pursuant to such componentoption), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the . The warrant coverage shall be reduced to 2.0% for investors who are listed on Exhibit A hereto and 1.0% for Company’s Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Xxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Xxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Wxxxxxxxxxthe applicable Offering, except that such Xxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the closing market price of the common stock on the date immediately preceding the Public public announcement of the pricing of an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Xxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxx, have a term of five (5) years from the same terms as effective date of the warrants issued Registration Statement relating to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have Offering and an exercise price equal to 125% of the Offering Price.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 7.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such component); provided, as follows: a. If the aggregate gross proceeds raised however, that no warrants will be issued to Wxxxxxxxxx in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%connection with an ATM. If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price. In addition, upon any exercise for cash of any unregistered warrants issued to investors in a private placement, the Company shall issue to Wxxxxxxxxx (or its designees), within five (5) business days of the Company’s receipt of the exercise price, the Wxxxxxxxxx Warrants to purchase that number of shares of common stock of the Company equal to 7.5% of the aggregate number of such shares of common stock underlying such warrants that have been so exercised and such Wxxxxxxxxx Warrants will be in the same form and terms as the Wxxxxxxxxx Warrants originally issued at the applicable Offering.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock ordinary shares, par value NIS 0.25 per share (“Ordinary Shares”), of the Company equal to a percentage 6.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Ordinary Shares placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock Ordinary Shares underlying such “greenshoe” or “additional investment” option component, with the Wxxxxxxxxx Xxxxxxxxxx Warrants issuable upon the exercise of such componentoption), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Xxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Wxxxxxxxxxthe applicable Offering, except that such Xxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock Ordinary Shares on the date the Public an Offering is commenced (such price, the “Offering Price”). If no warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the Offering Price. Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosed. 3. Expense Allowance. Out of the proceeds of each Closing, the Company also agrees to pay Xxxxxxxxxx (a) a management fee equal to 1.0% of the gross proceeds raised in each Offering; (b) $35,000 for non-accountable expenses (to be reduced to $30,000 for a Warrant Restructuring); (c) up to $90,000 for fees and expenses of outside legal counsel and other out-of-pocket expenses for an Offering other than a Warrant Restructuring; plus the additional amount payable by the Company pursuant to Paragraph D.3 hereunder; provided, however, that such amount in no way limits or impairs the indemnification and contribution provisions of this Agreement.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 6.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public Offering includes Securities include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” or “additional investment” componentoptions if exercised); provided, however, that no warrants will be issued to Wxxxxxxxxx in connection with the Wxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%an ATM Offering. If the Securities included in the Public an Offering are non-convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Wxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced (such price, the “Offering Price”)commenced. If no warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have a term of 5 years and an exercise price equal to 125110% of the then market price of the Common Stock. Notwithstanding the foregoing, Wxxxxxxxxx shall be entitled to only 3.0% warrant coverage with respect to any proceeds raised in an Offering Pricefrom any of the individuals or entities listed on Exhibit B1 and on Exhibit B2.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx Xxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Xxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage (i) 6% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) Common Stock placed in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public Offering includes a “greenshoe” Securities are convertible or include an “additional investment” option component, such shares of Common Stock underlying such Securities or options but not including the proceeds of any warrants issued as part of the Offering) in the event the gross proceeds in such Offering are $7,000,000 or more and (ii) 4% of the aggregate number of shares of common stock underlying such “greenshoe” Common Stock placed in each Offering (if the Securities are convertible or include an “additional investment” option component, with such shares of Common Stock underlying such Securities or options but not including the Wxxxxxxxxx Warrants issuable upon proceeds of any warrants issued as part of the exercise of such component), as follows: a. If Offering) in the aggregate event the gross proceeds raised in the Public such Offering (other than any gross proceeds raised from the Insiders) is are less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%7,000,000. If the Securities included in the Public an Offering are non-convertible, the Wxxxxxxxxx Xxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the then market price of the common stock on the date the Public Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in the Public Offering, the Wxxxxxxxxx The Xxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering. If no warrants are issued to investors in an Offering, except that such Wxxxxxxxxx the Xxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Xxxxxxxxxx, have a term of 5 years and an exercise price equal to 125% of the Offering Pricethen market price of the Common Stock.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 5.0% of the aggregate number of shares of common stock (or common stock equivalent, if applicableany) placed in at the Public Closing of each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public an Offering includes a “greenshoe” or “additional investment” option component, such number of shares of common stock underlying such “greenshoe” or “additional investment” option component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such componentoption); provided, as follows: a. If the aggregate gross proceeds raised however, that no warrants will be issued to Wxxxxxxxxx in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%connection with an ATM. If the Securities included in the Public an Offering are convertibleconvertible (other than any warrants that are issued in the Offering, excluding pre-funded warrants, if any), the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be have the same terms as the warrants issued to investors in a customary form reasonably acceptable to Wxxxxxxxxxthe applicable Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public Offering is commenced (such price, the “Offering Price”) in the applicable Offering (including any separate value assigned to any warrants issued in the Offering) (“Nasdaq Price”). If no warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx and the Company, have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have a term of five (5) years and an exercise price equal to the 125% of the Offering Price (but no lower than the Nasdaq Price).

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed Securities sold in the Public each Offering (inclusive of the shares of common stock placed with the Insiders) (and if the Public Offering includes Securities are convertible or include a “greenshoe” or “additional investment” option component, such number of shares of common stock Common Stock underlying such “greenshoe” Securities or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such componentoptions), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are non-convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering divided by the Offering Price (as defined hereunder)then market price of the Common Stock. The Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Offering. If no warrants are issued to investors in an Offering, the Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxx, have a term of five (5) expiring 4 years from when such Wxxxxxxxxx Warrants become exercisable and an exercise price equal to 125120% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the then market price of the common stock on the date the Public Offering is commenced (such price, the “Offering Price”)Common Stock. If warrants are issued to investors in the Public Offering, The grant of the Wxxxxxxxxx Warrants shall have and the same terms as issuance and listing of the warrants issued to investors in ordinary shares underlying the applicable Public Offering, except that such Wxxxxxxxxx Warrants on the Tel Aviv Stock Exchange shall have an exercise price equal be subject to 125% obtaining all of the Offering Pricerelevant and required approvals of the Company's relevant organs and the approval of the Tel Aviv Stock Exchange for the listing of the ordinary shares underlying the Wxxxxxxxxx Warrants , all if and as required in accordance with applicable Israeli law.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx the Underwriter or its designees at each Closing, warrants (the “Wxxxxxxxxx Underwriter Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 2.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in Common Stock issued at each Closing. In the Public Offering (inclusive of event that warrants are not issued at the shares of common stock placed with the Insiders) (and if the Public Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public Offering are convertibleClosing, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Underwriter Warrants shall be in a customary form reasonably acceptable to Wxxxxxxxxxthe Underwriter, have a term of five (5) 5 years from the date hereof and an exercise price equal to 125110% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the then market price of the common stock on Common Stock. The Underwriter understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Underwriter Warrants and the underlying shares of Common Stock during the one hundred eighty (180) days after the date hereof and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Public Offering is commenced (such priceUnderwriter Warrants, or any portion thereof, or be the “Offering Price”). If warrants are issued to investors subject of any hedging, short sale, derivative, put or call transaction that would result in the Public Offering, effective economic disposition of such securities for a period of one hundred eighty (180) days following the Wxxxxxxxxx Warrants shall have date hereof to anyone other than the same terms as the warrants issued transfer of any security: (i) by operation of law or by reason of our reorganization; (ii) to investors any FINRA member firm participating in the applicable Public Offeringoffering and the officers or partners thereof, except that such Wxxxxxxxxx Warrants shall have an exercise price equal if all securities so transferred remain subject to 125the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Underwriter or related persons do not exceed 1% of the Offering Pricesecurities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; or (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period.

Warrant Coverage. The Company shall issue to Wxxxxxxxxx or its designees at each Closing, warrants (the “Wxxxxxxxxx Warrants”) to purchase that number of shares of common stock of the Company equal to a percentage 7.5% of the aggregate number of shares of common stock (or common stock equivalent, if applicable) placed in the Public Offering (inclusive of the , but shall not include any shares of common stock underlying warrants issued in each Offering (other than pre-funded warrants)) placed with the Insiders) in each Offering (and if the Public an Offering includes a “greenshoe” or “additional investment” component, such number of shares of common stock underlying such “greenshoe” or “additional investment” component, with the Wxxxxxxxxx Warrants issuable upon the exercise of such component), as follows: a. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders) is less than $2.5 million, 0%; b. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Investors is $2.5 million or more, 3.75%; or c. If the aggregate gross proceeds raised in the Public Offering (other than any gross proceeds raised from the Insiders is $5.0 million or more, 7.5%. If the Securities included in the Public an Offering are convertible, the Wxxxxxxxxx Warrants shall be determined by dividing the gross proceeds raised in such Public Offering by the Offering Price (as defined hereunder). The Wxxxxxxxxx Warrants shall be in a customary form reasonably acceptable to WxxxxxxxxxWxxxxxxxxx and the Company, have a term of five (5) years and an exercise price equal to 125% of the offering price per share (or unit, if applicable) in the applicable Public Offering and if such offering price is not available, the market price of the common stock on the date the Public an Offering is commenced (such price, the “Offering Price”). If warrants are issued to investors in the Public an Offering, the Wxxxxxxxxx Warrants shall have the same terms as the warrants issued to investors in the applicable Public Offering, except that such Wxxxxxxxxx Warrants shall have an exercise price equal to 125% of the Offering Price.